Common use of Limitations on Indemnification Under Section 3.2(a) Clause in Contracts

Limitations on Indemnification Under Section 3.2(a). (a) The Contributors shall not be liable under Section 3.2 (a) hereof unless and until the total amount recoverable by the Indemnified Parties from the Contributors under Section 3.2(a) exceeds One Hundred Fifty Thousand Dollars ($150,000), in the aggregate; PROVIDED, HOWEVER, that claims for Losses arising out of a breach of representations or warranties contained in Sections 2.1, 2.2, 2.6, 2.7, and 2.9 hereof shall not be subject to such deductible amount but shall be recoverable from the first dollar of Losses. (b) Notwithstanding anything contained herein to the contrary, the maximum liability of the Contributors in the aggregate under Section 3.2(a) hereof shall not exceed Five Million Dollars ($5,000,000), PROVIDED, HOWEVER, that this limitation shall not apply to claims for Losses arising out of a breach of the covenant contained in Section 4.1(d). Notwithstanding anything contained herein to the contrary, the Indemnified Parties shall look, first to available insurance proceeds pursuant to Section 3.2(c) above, and then to the Contributors’ Partnership Units pledged pursuant to the Pledge Agreement, for indemnification under this Article 3, valuing such Partnership Units based upon the initial public offering price of the Common Stock (and agree to treat any return of Partnership Units as an adjustment to the consideration delivered to the Contributors pursuant to the Formation Transactions). Other than with respect to a claim for indemnification with respect to the Holdback Units pursuant to Section 1.12 of the Agreement, following the Closing and the issuance of Partnership Units to a Contributor, no Indemnified Party shall have recourse to any other assets of such Contributor other than the Partnership Units pledged by such Contributor pursuant to the Pledge Agreement. Notwithstanding anything to the contrary in this Agreement, no Contributor shall be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, taxes relating to tax years beginning on or after the closing of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3.2(a). (a) The Contributors Contributor shall not be liable under Section 3.2 (a3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from the Contributors Contributor under Section 3.2(a) exceeds One Hundred Fifty Thousand Dollars one percent (1%) of the value of the aggregate OP Units (based on an assumed value of $150,00010.00 per OP Unit), in and then only to the aggregate; PROVIDED, HOWEVER, that claims for Losses arising out extent of a breach of representations or warranties contained in Sections 2.1, 2.2, 2.6, 2.7, and 2.9 hereof shall not be subject to such deductible amount but shall be recoverable from the first dollar of Lossesexcess. (b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of the Contributors in the aggregate Contributor under Section 3.2(a) hereof shall not exceed Five Million Dollars five percent ($5,000,000), PROVIDED, HOWEVER, that this limitation shall not apply to claims for Losses arising out of a breach 5%) of the covenant contained in Section 4.1(d)value of the aggregate OP Units. Notwithstanding anything contained herein to the contrary, before taking recourse against any assets of the Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) pursuant to Section 3.2(c3.2(b) above, and then to the Contributors’ Partnership Units pledged pursuant to the Pledge AgreementContributor’s OP Units, for indemnification under this Article 3, valuing such Partnership Units based upon the initial public offering price of the Common Stock (and agree to treat any return of Partnership OP Units as an adjustment to the consideration delivered to the Contributors Contributor pursuant to the Formation Transactions). Other than with respect to a claim for indemnification with respect to the Holdback Units pursuant to Section 1.12 of the Agreement, following Following the Closing and the issuance of Partnership OP Units to a the Contributor, no Indemnified Party shall have recourse to any other assets of such the Contributor other than the Partnership Units pledged by such Contributor pursuant OP Units, and to the Pledge Agreementextent applicable, any relevant insurance policies. Notwithstanding anything to the contrary in this Agreement, no the Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, taxes relating to tax years beginning on or after the closing of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties. (c) The limitations in this Section 3.4 shall not apply to any obligations of the Contributor under Sections 2.5 of the Agreement.

Limitations on Indemnification Under Section 3.2(a). (a) The Contributors Contributor shall not be liable under Section 3.2 (a3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from the Contributors Contributor under Section 3.2(a) exceeds One Hundred Fifty Thousand Dollars five hundred thousand dollars ($150,000500,000), in the aggregate; PROVIDED, HOWEVER, that claims for Losses arising out of a breach of representations representation or warranties warranty contained in Sections 2.1, 2.2, 2.4(a), 2.6, 2.7, 2.9 and 2.9 2.11 hereof shall not be subject to such deductible amount but shall be recoverable from the first dollar of Losses. (b) Notwithstanding anything contained herein to the contrary, the maximum liability of the Contributors Contributor in the aggregate under Section 3.2(a) hereof shall not exceed Five Million Dollars fifteen million dollars ($5,000,00015,000,000), ; PROVIDED, HOWEVER, that this limitation shall not apply to claims for Losses arising out of a breach of the covenant representations and warranties contained in Section 4.1(d2.4(a). Notwithstanding anything contained herein to the contrary, before taking recourse against any other assets of the Contributor and subject to the limitations set forth in the following sentence, the Indemnified Parties shall look, first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable) pursuant to Section 3.2(c) above, and then to the Contributors’ Contributor’s Partnership Units pledged pursuant to the Pledge Agreement, for indemnification under this Article 3, valuing such Partnership Units based upon the initial public offering price of the Common Stock (and agree to treat any return of Partnership Units as an adjustment to the consideration delivered to the Contributors Contributor pursuant to the Formation Transactions). Other than with respect to a breach of representation or warranty under Section 2.4(a), a claim for indemnification with respect to the Holdback Units pursuant to Section 1.12 3.2(b) and a claim pursuant to Section 1.11 of the Agreement, following the Closing and the issuance of Partnership Units to a the Contributor, no Indemnified Party shall have recourse to any other assets of such the Contributor other than the Partnership Units pledged by such Contributor pursuant to the Pledge Agreement; provided, however, that with respect to any claim for indemnification relating to a breach of Section 2.4(a), the Indemnified Party may also have recourse to any relevant title insurance policy, if any, or if the Contributor does not have title insurance, then against any remaining Partnership Units owned by it at the time such claim is made. Notwithstanding anything to the contrary in this Agreement, no the Contributor shall not be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, taxes relating to tax years beginning on or after the closing of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.

Limitations on Indemnification Under Section 3.2(a). (a) The Contributors Contributor shall not be liable under Section 3.2 (a3.2(a) hereof unless and until the total amount recoverable by the Indemnified Parties from the Contributors Contributor under Section 3.2(a) exceeds One Hundred Fifty Thousand Dollars ($150,000100,000), in the aggregate; PROVIDED, HOWEVER, that claims for Losses arising out of a breach of representations or warranties contained in Sections 2.1, 2.2, 2.4, 2.6, 2.7, and 2.9 hereof shall not be subject to such deductible amount but shall be recoverable from the first dollar of Losses. (b) Notwithstanding anything contained herein to the contrary, the maximum liability of the Contributors Contributor in the aggregate under Section 3.2(a) hereof shall not exceed the Five Million Hundred Thousand Dollars ($5,000,000500,000), ; PROVIDED, HOWEVER, that this limitation shall not apply to claims for Losses arising out of a breach of the covenant representations and warranties contained in Section 4.1(d)Sections 2.1, 2.2 and 2.4. Notwithstanding anything contained herein to the contrary, the Indemnified Parties shall look, solely, first to available insurance proceeds pursuant to Section 3.2(c) above, and then solely to the Contributors’ Contributor’s Partnership Units pledged pursuant to the Pledge Agreement, for indemnification under this Article 3, valuing such Partnership Units based upon the initial public offering price of the Common Stock (and agree to treat any return of Partnership Units as an adjustment to the consideration delivered to the Contributors Contributor pursuant to the Formation Transactions). Other than with respect to a claim for indemnification with respect to the Holdback Units pursuant to Section 1.12 of the Agreement, following the Closing and the issuance of Partnership Units to a Contributor, no Indemnified Party shall have recourse to any other assets of such Contributor other than the Partnership Units pledged by such Contributor pursuant to the Pledge Agreement. Notwithstanding anything to the contrary in this the Agreement, no Contributor shall be liable to the Indemnified Parties for any indirect, special or consequential damages, loss of profits, taxes relating to tax years beginning on or after the closing of the Formation Transactions, loss of value or other similar speculative damages asserted or claimed by the Indemnified Parties.